Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“
Lithium Americas” or the
“
Company”) announced that it intends to offer and
sell, subject to market conditions, 55,000,000 of its common shares
(the “
Common Shares”) in an underwritten public
offering (the “
Offering”). All of the Common
Shares to be sold in the Offering will be offered by Lithium
Americas. The Offering is subject to market and other conditions,
and there can be no assurance as to whether or when the Offering
may be completed, or as to the actual size or terms of the
Offering. Lithium Americas also expects to grant the underwriters a
30-day option to purchase up to an additional 15% of the Common
Shares (the “
Over-Allotment Option”).
Evercore ISI, Goldman
Sachs & Co. LLC and BMO Capital Markets (together, the
“Lead Underwriters”) will lead a syndicate of
underwriters and are acting as the co-lead book-running managers
for the proposed Offering.
The Offering will be
made in the United States by way of a prospectus supplement (the
“U.S. Prospectus Supplement”) to
the Company’s existing base shelf prospectus (the
“U.S. Base Shelf Prospectus”)
forming part of an effective registration statement on Form F-3
(File No. 333-274883) (the “Registration
Statement”), and will be made in Canada by way of a
prospectus supplement (the “Canadian Prospectus
Supplement”, together with the U.S. Prospectus Supplement,
the “Prospectus Supplements”) to the Company’s
existing base shelf prospectus (the “Canadian Base Shelf
Prospectus”, together with the U.S. Base Shelf Prospectus,
the “Base Shelf Prospectuses”). The Offering is
being made in the United States and in each of the provinces and
territories of Canada, except Québec. The Prospectus Supplements,
the Base Shelf Prospectuses and the Registration Statement contain
important information about the Company and the proposed Offering.
Prospective investors should read the Prospectus Supplements, the
Base Shelf Prospectuses and the Registration Statement and the
other documents the Company has filed before making an investment
decision. The preliminary Canadian Prospectus Supplement (together
with the related Canadian Base Shelf Prospectus) is available on
SEDAR+ at www.sedarplus.ca. The preliminary U.S. Prospectus
Supplement (together with the Registration Statement) is available
on the U.S. Securities and Exchange Commission’s website at
www.sec.gov. Alternatively, the final U.S. Prospectus Supplement
(together with the Registration Statement) may be obtained, when
available, upon request by contacting Evercore Group L.L.C.,
Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor,
New York, NY 10055 by telephone at (888) 474-0200 or by email at
ecm.prospectus@evercore.com; Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York, NY
10282 by telephone at (866) 471-2526 or by email at
prospectus-ny@ny.email.gs.com; or BMO Nesbitt Burns Inc.,
Attention: Brampton Distribution Centre C/O The Data Group of
Companies, 9195 Torbram Road, Brampton, Ontario L6S 6H2, by
telephone at 905-791-3151 EXT 4312 or by email at
torbramwarehouse@datagroup.ca.
This news release does
not constitute an offer to sell or the solicitation of an offer to
buy securities, nor will there be any sale of the securities in any
province, territory, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province,
territory, state or jurisdiction. The securities being offered have
not been approved or disapproved by any regulatory authority, nor
has any such authority passed upon the accuracy or adequacy of the
Prospectus Supplements, the Base Shelf Prospectuses or the
Registration Statement.
ABOUT LITHIUM AMERICAS
The Company is a Canadian-based lithium resource
company that owns 100% of the Thacker Pass project located in
Humboldt County in northern Nevada, through its wholly-owned
subsidiary, Lithium Nevada Corp.
INVESTOR
CONTACT
Virginia Morgan, VP, IR and
ESG+1-778-726-4070ir@lithiumamericas.com
FORWARD-LOOKING INFORMATION
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation, and “forward-looking statements” within the meaning of
the United States Private Securities Litigation Reform Act of 1995
(collectively referred to as “forward-looking information”
(“FLI”)). All statements, other than statements of
historical fact, are FLI and can be identified by the use of
statements that include, but are not limited to, words, such as
“anticipate,” “plan,” “continues,” “estimate,” “expect,” “may,”
“will,” “projects,” “predict,” “proposes,” “potential,” “target,”
“implement,” “scheduled,” “forecast,” “intend,” “would,” “could,”
“might,” “should,” “believe” and similar terminology, or statements
that certain actions, events or results “may,” “could,” “would,”
“might” or “will” be taken, occur or be achieved. FLI in this news
release includes, but is not limited to, statements related to the
Offering, including the size of the Offering, the Over-Allotment
Option, and other terms of the Offering, as well as the completion
of the Offering; as well as other statements with respect to
management’s beliefs, plans, estimates and intentions, and similar
statements concerning anticipated future events, results,
circumstances, performance or expectations that are not historical
facts.
FLI involves known and unknown risks,
assumptions and other factors that may cause actual results or
performance to differ materially. FLI reflects the Company’s
current views about future events, and while considered reasonable
by the Company as of the date of this news release, are inherently
subject to significant uncertainties and contingencies.
Accordingly, there can be no certainty that they will accurately
reflect actual results. Assumptions upon which such FLI is based
include, without limitation, the ability to raise financing in a
timely manner and on acceptable terms; all regulatory approvals
required for the Offering will be obtained in a timely manner; all
conditions precedent to the completion of the Offering will be
fulfilled in a timely manner; that the Offering will be completed;
as well as assumptions concerning general economic and industry
growth rates, commodity prices, currency exchange and interests
rates and competitive conditions. Although the Company believes
that the assumptions and expectations reflected in such FLI are
reasonable, the Company can give no assurance that these
assumptions and expectations will prove to be correct.
Readers are cautioned that the foregoing lists
of factors are not exhaustive. There can be no assurance that FLI
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such information.
As such, readers are cautioned not to place undue reliance on this
information, and that this information may not be appropriate for
any other purpose, including investment purposes. The Company’s
actual results could differ materially from those anticipated in
any FLI as a result of the risk factors set out herein and in the
preliminary Canadian and U.S. Prospectus Supplements, the Base
Shelf Prospectuses and the Registration Statement, including the
documents incorporated therein by reference.
The FLI contained in this news release is
expressly qualified by these cautionary statements. All FLI in this
news release speaks as of the date of this news release. The
Company does not undertake any obligation to update or revise any
FLI, whether as a result of new information, future events or
otherwise, except as required by law. Additional information about
these assumptions and risks and uncertainties is contained in the
Company’s filings with securities regulators, including the
Company’s most recent Annual Report on Form 20-F and most recent
management’s discussion and analysis for our most recently
completed financial year and, if applicable, interim financial
period, which are available on SEDAR+ at www.sedarplus.ca and on
EDGAR at www.sec.gov. All FLI contained in this news release is
expressly qualified by the risk factors set out in the
aforementioned documents.
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